Debt

3 Months Ended

Feb. 29, 2024

Debt Disclosure [Abstract]

Debt

Debt

			February 29,		November 30,
(in millions)	Maturity	Rate (a) (b)	2024		2023
Secured Subsidiary Guaranteed
Notes
Notes	Jun 2027	7.9%	$	192	$	192
Notes (c)	Aug 2027	9.9%	—		623
Notes	Aug 2028	4.0%	2,406		2,406
Notes	Aug 2029	7.0%	500		500
Loans
EUR floating rate (d)	Jun 2025	EURIBOR + 3.8%	837		851
Floating rate	Aug 2027 - Oct 2028	SOFR + 3.0 - 3.4% (e)	3,558		3,567
Total Secured Subsidiary Guaranteed			7,493		8,138
Senior Priority Subsidiary Guaranteed
Notes	May 2028	10.4%	2,030		2,030
Unsecured Subsidiary Guaranteed
Notes
Convertible Notes	Oct 2024	5.8%	426		426
Notes	Mar 2026	7.6%	1,351		1,351
EUR Notes	Mar 2026	7.6%	542		550
Notes (c)	Mar 2027	5.8%	2,725		3,100
Convertible Notes	Dec 2027	5.8%	1,131		1,131
Notes	May 2029	6.0%	2,000		2,000
Notes	Jun 2030	10.5%	1,000		1,000
Loans
EUR floating rate	Apr 2024 - Mar 2026	EURIBOR + 2.4 - 4.0%	624		678
Export Credit Facilities
Floating rate	Dec 2031	SOFR + 1.2% (e)	549		583
Fixed rate	Aug 2027 - Dec 2032	2.4 - 3.4%	2,677		2,756
EUR floating rate	May 2024 - Nov 2034	EURIBOR + 0.2 - 0.8%	2,957		3,086
EUR fixed rate	Feb 2031 - Jul 2037	1.1 - 4.0%	5,197		3,652
Total Unsecured Subsidiary Guaranteed			21,179		20,312
Unsecured Notes (No Subsidiary Guarantee)
Notes	Jan 2028	6.7%	200		200
EUR Notes	Oct 2029	1.0%	651		659
Total Unsecured Notes (No Subsidiary Guarantee)			851		859
Total Debt			31,552		31,339
Less: unamortized debt issuance costs and discounts			(813)		(768)
Total Debt, net of unamortized debt issuance costs and discounts			30,739		30,572
Less: current portion of long-term debt			(2,195)		(2,089)
Long-Term Debt			$	28,544	$	28,483

(a)The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0% to 0.75% floors.

(b)The above debt table excludes the impact of any outstanding derivative contracts.

(c)See “Extinguishments” below.

(d)Subsequent to February 29, 2024, we prepaid $837 million of principal payments for our Euro floating rate loan originally scheduled to mature in 2025.

(e)Includes applicable credit adjustment spread.

Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following:

•$2.0 billion of senior priority notes (the “2028 Senior Priority Notes”), issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation

•$0.4 billion under a term loan facility of Costa Crociere S.p.A. (“Costa”), a subsidiary of Carnival plc

•$0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation

•$0.1 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation

In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $2.5 billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024. See “Revolving Facilities.”

All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following:

•Up to $250 million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa that do not guarantee our other outstanding debt

•Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt

•The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt

As of February 29, 2024, the scheduled maturities of our debt are as follows:

(in millions)
Year	Principal Payments
Remainder of 2024	$	1,719
2025 (a)	2,350
2026	3,323
2027	5,457
2028	9,115
Thereafter	9,588
Total	$	31,552

(a)Subsequent to February 29, 2024, we prepaid $837 million of our euro floating rate loan originally scheduled to mature in 2025.

Revolving Facilities

We had $3.0 billion available for borrowing under our Revolving Facility as of February 29, 2024. We may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility.

Carnival Holdings II has a $2.5 billion New Revolving Facility which may be utilized from August 2024 through August 2027, replacing our Revolving Facility upon its maturity in August 2024. The New Revolving Facility was extended from 2025 to 2027 and contains an accordion feature, which Carnival Holdings II partially exercised in February 2024 to increase commitments from $2.1 billion to $2.5 billion. The accordion feature allows for further additional commitments not to exceed the aggregate commitments under our Revolving Facility.

Extinguishments

During the three months ended February 29, 2024, we extinguished an aggregate principal amount of $998 million of our 5.8% senior notes and 9.9% second-priority secured notes due 2027.

Export Credit Facility Borrowings

During the three months ended February 29, 2024, we borrowed $1.7 billion under export credit facilities due in semi-annual installments through 2036. As of February 29, 2024, the net book value of the vessels subject to negative pledges was $18.1 billion.

Collateral and Priority Pool

As of February 29, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $39.3 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $23.0 billion, including $21.3 billion related to vessels and certain assets related to those vessels) as of February 29, 2024 and certain other assets.

As of February 29, 2024, $8.1 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes and $2.9 billion in net book value of our ship and ship improvements relate to the priority pool vessels included in the priority pool of three unencumbered vessels (the “New Revolving Facility Vessels”) for our New Revolving Facility. As of February 29, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the New Revolving Facility Vessels.

Covenant Compliance

As of March 26, 2024, our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below:

•Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) (the “Interest Coverage Covenant”) as follows:

◦For certain of our unsecured loans and our New Revolving Facility, from the end of each fiscal quarter from August 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from August 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates.

◦For our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards.

•For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $5.0 billion.

•Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 67.5% for the February 29, 2024 testing date, following which it will be tested at 65% from the May 31, 2024 testing date onwards.

•Maintain minimum liquidity of $1.5 billion.

•Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if the Company reaches an investment grade credit rating in accordance with the agreement governing the New Revolving Facility).

•Limit the amounts of our secured assets as well as secured and other indebtedness.

At February 29, 2024, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.